1. Site Plan showing existing buildings, if any, and any proposed new
structure. The site plan should also show the distance from the
improvement to the side property lines as well as the distance to the
street and also to the rear property line. (The Township requirement
for a side yard is a minimum of 10 feet, although Harbor Hills'
requirement is 6 feet.)

2. Floor Plan, showing both existing building, if any, and also any new
construction.

5. Detailed plans establishing that the construction contemplated will
not create any drainage or other problems for any other property.

6. A permit must be established each time a fence or hedge is
established.

7. The Building Committee may request additional information.

8. Homeowners may discuss the above requirements with any of the
Building Committee members listed on the preceding page.

NOTE from page 11:
The original deed restrictions state

"All improved premises in said tract shall be kept free and clear from
unsightly or obnoxious weeds and grass and no board or other fences or hedges
shall be permitted on any of said premises excepting ornamental fences and
hedges, the design of which has been approved by the Company, and if the
owners or occupants of any of said premises shall fail to keep the same in the
conditions above required, then the Company may enter thereon and cut and
remove such grass or weeds and alter or destroy and remove such fence or hedge
in the same manner as other nuisances."

GENERAL INFORMATION CONCERNING HARBOR HILLS - Page 2

PUBLIC SERVICES

Garbage and Trash Collection
The Harbor Hills Civic Association provides weekly garbage and trash collection. The pick-up
is on Monday.

General Maintenance
There is a yearly maintenance fee collected by the Civic Association from each home owner of $175 per
house plus $.004 per square foot of land. The bills are sent out in April. This fee covers trash
collection, street lights, mowing eleven parks, and the entryway. All other expenditures necessary
for the good of the community are paid from this fund.

Maintenance and mowing of empty lots are the responsibility of the lot
owner in accordance with deed restrictions. If empty lots are not
maintained properly, the HHCC will cause maintenance and/or mowing
to be performed and will bill the lot owner. If the lot owner fails to pay
the bill within 30 days, the HHCA may impose a lien on the property.

The Harbor Hills water and sewer system is operated by the
Licking County Water and Waste Water Systems, whose mailing
address is P.O. Box 490, Newark, Ohio 43055. The phone number is
(740) 670-5440. Water meters are read and invoices for sewer and
water are mailed monthly.

ORGANIZATIONS - Page 3

THE HARBOR HILLS CIVIC ASSOCIATION is the official governing
body of our community. It is comprised of all property owners in Harbor Hills. There
are no dues. An annual meeting is held at the Harbor Hills Country Club. Any
problems of general interest are discussed at that time. A Board of five persons is
elected by the members to conduct business at this meeting and throughout the year.

THE BUILDING COMMITTEE is appointed by the Civic Association
Board. All new construction and exterior remodeling must be cleared through this
committee. Information concerning the regulations may be obtained from the Building
Committee. See page 16.

THE HARBOR HILLS WOMEN'S CLUB meets in the members' homes
the third Thursday afternoon of the month, with the exceptions of January and February .
The ladies give freely of their time and energy to the betterment of our fine community.
All women of Harbor Hills are welcome. Join our club and get to know your neighbors.

THE HARBOR HILLS COUNTRY CLUB has a nine-hole golf course
which is open to the public. A large meeting room is available for special parties,
receptions and meetings. The phone number is 928-3596.

THE 19TH HOLE CLUB was formed to help promote the improvement and
beautification of Harbor Hills Country Clubhouse and grounds, and to further social
activities in the community. You need not be a member of the Golf Club to participate.
Any resident of Harbor Hills and the surrounding area or any person interested in
advancing the organization's purpose is welcome.

ARTICLES OF INCORPORATION AND CODE OF REGULATIONS - Page 4

ARTICLE I

Annual Meeting for the Election of Trustees

The annual meeting for the election of Trustees, the consideration of the reports
to be laid before such meeting, and the transaction of other business shall be held at such
place as may be designated by the Trustees and stated in the notice of such meeting
during the month of September each year at 7:30 p.m.

Special meetings may be held at such times and places as may be ordered by
the Trustees.

Notices of such annual and special meetings, stating the time, place and
purpose thereof, shall be given to each residential member by any appropriate means at
least five days prior to the meeting. Members who reside outside the Subdivision need
not be so informed. Any action requiring a vote which results from the agenda of the
meeting and which would seriously affect the property of absentee residential owners
must be submitted by mail to such owners for vote. A maximum time of ten calendar
days will be allowed for the return of such ballots.

Any meeting may be adjourned to another time and place without the necessity
of another notice.

The order of business shall be such as the Trustees, or in the absence of action
by the Trustees, the presiding officer shall determine.

ARTICLE II

Quorum

At all meetings the voting members present shall constitute a quorum for the
transaction of business.

ARTICLE III

Board of Trustees

Trustees must be property owners of Harbor Hills.
Three Trustees shall constitute a class whose term shall expire at the
annual meeting in even-numbered years, and two Trustees shall constitute a
class whose term shall expire at the annual meeting in odd-numbered years.
Trustees shall hold office until successors are elected and qualified.

Page 5

Vacancies occurring in the Board of Trustees, other than those due to removal as
hereinafter provided, shall be filled by the remaining members thereof.

The Trustees or a Trustee may be removed by the affirmative votes of the
members entitled to exercise three-fourths of the voting power of all the members present
at any special meeting called and held for that purpose, and in such event the vacancy or
vacancies so created shall be filled by vote of the membership at such meeting.

The Trustees shall serve without compensation.
Meetings of the Board of Trustees may be called by the President or by any two
Trustees and be held at any place.

A majority of the Board of Trustees shall be necessary to constitute a quorum
for the transaction of business. The act of a majority of the Trustees present at a meeting
at which it quorum is present shall be the act of the Board of Trustees unless a greater
number is required by law.

ARTICLE IV

The Qualifications for Membership

The qualifications for membership in the corporation and the voting rights of
members shall be as stated in the Articles oflncorporation.
The term "owner of real property" shall include corporations and partnerships
owning real property in Harbor Hills.

Any member upon request shall give evidence to the Trustees of the member's
ownership ofreal property in Harbor Hills by reason of which membership and/or voting
power in the corporation is claimed.

The Trustees shall decide all questions incident to membership and voting power
and the determination of the Trustees made in good faith shall be final in this respect.

ARTICLE V

Officers

The officers of the corporation shall be a president, vice-president, secretary,
treasurer and a building committee member who shall be elected by the Trustees. They
shall be members ofthe corporation and shall be elected for one year and until their
successors are elected and qualified, but shall be subject to removal by the Trustees at any
time. Such elected officers also will be the respective officers of the Board of Trustees.
The officers shall perform such duties as shall be assigned to them by the Board of
Trustees.

Page 6

ARTICLE VI

Approval of Building Plans and Specifications
The Trustees shall appoint four qualified residents and one trustee
to act as a Building Committee to serve at the pleasure of the Board of Trustees and act
on behalf of the Corporation in the approval of building plans and specifications. In the
event of a tie vote, the President of the Board of Trustees shall break the tie. Approval
of plans shall be made by signature of any three members of the committee. Actions of
the Building Committee shall be consistent with the building standards set forth in the
deed restrictions and consistent with any standards adopted by the HHCA

ARTICLE VII

Amendments

The Articles of Incorporation of the Harbor Hills Civic Association and these
regulations may be repealed or amended by the affirmative vote ofa majority of the
members in attendance at any meeting called for that purpose. Notification of such
meeting date and proposed changes must be distributed to the membership at least 30
days prior to the meeting date.

RESTRICTIONS - Page 7

MODIFICATION OF RESTRICTIVE COVENANTS, CONDITIONS AND
OTHER RESTRICTIONS APPLICABLE TO HARBOR HILLS, PLAT NO.
ONE (1) AND PLAT NO. TWO (2), BY CONSENT OF THE HARBOR
HILLS CIVIC ASSOCIATION AND A MAJORITY OF THE OWNERS OF
PREMISES IN THE SUBDIVISION.

INTRODUCTION

This instrument is intended to operate as a modification of the use and building
restrictions and covenants and all other restrictions applicable to the following described
premises:

Being situated in the State of Ohio, County of Licking and Township of Licking,
and being more particularly described as the subdivision known as Harbor Hills, Plat No.
One. (I) as the same is delineated upon the plat thereof recorded in Volume 4, pages 91
and 92 and as amended at Volume 5, page 131 of the Plat Records of Licking County,
Ohio, and Plat No. Two (2), Volume 4, pages 103 and 104 of the Plat Records of Licking
County, Ohio.

The original restrictions and other covenants are contained in a deed from The
Lake Development Company to Joseph T. Sprague, dated September 23, 1922, filed for
record September 23, 1922, and recorded in Deed Volume 260, page 508 for Plat No. I and
Volume 268, Page 220, of the Deed Records of Licking County, Ohio for Plat No.2, of the
Recorder's Office of Licking County, Ohio. Those deeds contained the following
provision regarding the amendment of the restrictions contained therein:

ARTICLE I

Modification ofConditions and Restrictions

All previously existing conditions and restrictions applicable to Harbor Hills,
Plat No. One (l) and Plat No. Two (2) and the amendments thereto, are amended and
modified by adopting the following conditions and restrictions in their place and declaring
the same to be pursuant to a general plan for the better and uniform improvement and
benefit of all the property contained in the subdivision and for the benefit and protection
of all the persons who are now or may hereafter become owners of any part thereof These
conditions and restrictions shall run with the real property herein described and be binding
on all parties having any right, title or interest in the same or any part thereof, their heirs,
successors and assigns and shall inure to the benefit of each owner thereof.

ARTICLE II - Page 8

Definitions and General Provisions

The abbreviation "HHCA" used herein shall mean The Harbor Hills Civic
Association, a nonprofit Ohio corporation which operates as an association of the owners
of lots in Harbor Hills, Plat No. One (I) and Harbor Hills, Plat No. Two (2) and as the
assignee ofthe owners/developer of the subdivisions referred to as the "Company" in the
deed restrictions contained in the instruments recorded in Deed Volume 260, page 508,
and Deed Volume 268, page 220, of the Recorder's Office, Licking County, Ohio.

The word "restriction" or "restrictions" as hereinafter used shall be held to
include and mean the covenants, agreements, conditions, provisions, easements,
restrictions and charges herein set forth. ,

The HHCA or its committees as authorized by its by-laws shall have the right
to construe and interpret these restrictions, and its construction or interpretation in good
faith shall be final and binding as to all persons or property benefited or bound by such
restrictions.

In all cases said restrictions shall be given that interpretation or construction
which will best tend toward the consummation of the general plan aforesaid and toward
their strict enforcement, and if necessary, they shall be extended or enlarged by
implication as to make them fully effective.

No change of conditions or circumstances shall operate to extinguish or
terminate any of said restrictions, but they shall only be extinguished or terminated by the
action and in the manner provided in Article XI of this instrument.

The word "road" as used herein is intended to mean any street, highway, or
other thoroughfare shown on said plats of Harbor Hills, of record as aforesaid, or
hereafter laid out in said tract, whether designated as a street, avenue, drive, road, place,
land alley, pathway, or otherwise.

The word "tract" as used herein is intended to mean the entire property and all
the individual lots known as Harbor Hills, Plat No. One (1) and Plat No. Two (2) in
Licking County, Ohio.

The word "premises" as hereinafter used is intended to mean a single lot in said
tracts as designated and delineated upon the plats thereof, of Harbor Hills, Plat No. One
(1) and Plat No. Two (2), and of record as aforesaid, or a single lot and fraction or
fractions of an adjoining lot or lots, or fractions of two or more adjoining lots aggregating
in width and length as great dimensions as either ofthe lots of which they form a part.

Page 9

No covenants, provisions, conditions, restrictions or recitals in any subsequent
deed or deeds for said property shall have the effect of enlarging or diminishing or in any
way affecting or placing a construction upon any of said restrictions, except as they may
be made under Article XI of this instrument. The prohibition of nuisance set forth in the
original deed restrictions shall remain effective.

All the restrictions herein contained shall be construed together, but if it shall be
held that any restriction, or any part of any restriction is invalid or unenforceable, no other
restriction or restrictions or any part thereof shall be thereby affected or impaired.

All the restrictions herein set forth are made and created in consideration of the
benefits to accrue to all the property hereinbefore described and to the parties to this
instrument and to all persons who may be or become owners of any of said property, and
said restrictions shall always be conclusively deemed to have a substantial value and no
proof to the contrary shall be permitted.

ARTICLE III

Use of Land

No building or buildings of any kind shall be erected or maintained
on said tract except single family dwelling houses, small storage buildings, swimming
pools, and gazebos. Only one of each such structure shall be erected on any premises, each
designed and constructed for use by a single family, all of which shall be built and
maintained pursuant to the standards as set forth in Article V of this instrument.

Each storage building, swimming pool and gazebo shall be erected only on the
premises where a house is situated. All such structures must be located within the building
lines.

Owners of premises may maintain a portion of their residences as an office for
occasional business transactions or for their own personal use, but may not conduct
business which is so extensive as to detract from or interfere with the residential quality
of this community. No signs ofa business or commercial nature shall be permitted on
premises within the tract except when necessary for the sale of a premises.

No owner of any premises shall allow the open and visible storage on any
premises of any vehicles, trailers, boats or campers which are apparently inoperable or
disassembled and which do not have a current license thereon. These items which are
owned by the owner of the premises or members of the household may be stored on his
premises only so long as they remain in such condition of repair that they are readily
useable. No semi trucks are permitted to be parked overnight. Sixty (60) days after
notification ofa violation of this provision, those who continue to be in violation are
subject to a $1OO/month assessment per violation.

ARTICLE IV Page 10

Approval of Building Plans

No new building construction, major remodeling which changes the exterior
configuration, fencing, separate storage buildings, swimming pools, gazebos, or other
exterior structures, shall be commenced until the detailed plans and specifications have
been submitted to and approved by the Association through its Building Committee
which has been authorized to act on behalf ofthe Association pursuant to the by-laws of
the Association.

The Building Committee shall have the right to approve or to refuse to approve
any such plans and specifications pursuant to the standards set forth in all applicable
restrictions and covenants, including those in this instrument and in Article V of this
instrument. The Building Committee also shall have the right to grant a waiver from any
standard when such a waiver is justified. In case of a refusal by the Building Committee,
then such plans and specifications may be submitted to three disinterested architects, one
to be chosen by the HHCA, one by the prospective builder, and the third by the two
chosen architects. The approval or rejection of said plans and specifications by a majority
of said architects shall be final and conclusive upon both parties to the controversy. The
panel of architects shall apply the same standards as applied by the Building Committee
as set forth in Article V ofthis instrument. The prospective builder shall pay all costs and
expenses of such a review.

One copy of plans and specifications will be filed with the Building Committee
as a permanent record. Plans for construction of any type of structure submitted to the
Building Committee will be approved or rejected within thirty (30) days. Variances to
established codes must be submitted to all property neighbors.

ARTICLE V

Building Standards To Be Applied

New and remodeled buildings shall conform to and be in harmony with existing
structures in the immediate vicinity. The design of storage buildings shall conform with
the residential structure supported by said garage or storage building. All garages shall be
attached to a residential dwelling and shall be architecturally compatible with the house.

One-story dwelling houses shall have a minimum floor area of at least 1600
square feet. In computing the area, the garage, and the basement shall not be included.
Two-story dwelling houses shall have a minimum floor area of 1200 square feet for the
ground floor. Dwellings may not exceed 2 stories nor be more than 35 feet tall. Separate
storage buildings may contain no more than 120 square feet and shall not exceed one story.

Page 11

No building or remodeling shall be constructed on any premises in said tract,
the front wall, carport, garage or porch of which extends beyond the building line shown
on the Plats of Harbor Hills Nos.1 and 2,as amended, or closer to the sidelines of said
premises then six (6) feet. This limitation also applies to the construction of separate
storage buildings, swimming pools, gazebos, and any other structure on the premises.
Fences, however, will be set either on or within the lot lines. No fencing or hedges,
except ornamentals, shall be permitted except as approved by theAssociation and as set
forth in the original deed restrictions (see Note, Page 16)

All premises located along the shores of Buckeye Lake, the bay and inlets shall
be considered as fronting on the streets on which they abut. The main entrance to all
houses erected thereon shall face the abutting road. The rear wall of houses on such
premises shall not be constructed closer to the water front than the building line.

Any variance approved by the Licking Township Zoning Board which is less
restrictive than the above standards must also be approved by the HHCA Building
Committee.

Building sites will have a minimum of 75' frontage. An exception is granted to
locations which do not have said frontage, which are between existing houses, and where
an additional adjacent lot cannot be obtained.

Manufactured or mobile homes shall not be constructed, installed or placed on
any lot. Manufactured homes and mobile homes shall be defined as follows:

Manufactured Home: Any non-self-propelled vehicle transportable in one or more
sections, and which is built on a permanent chassis and designed to be used as a
permanent dwelling unit with or without a permanent foundation when connected to
the required facilities, including plumbing, heating, and electrical systems contained
therein.

Mobile Home: A transportable factory-built home, designed to be used as a year-
round residential dwelling, whether erected with or without a permanent foundation.

ARTICLE VI - Page 12

Easements

Easements and rights-of-way originally reserved by the owner/developer of
the tract as described in Article VII, easements of the deed previously mentioned and
recorded in Deed Volume 260, page 508, and Deed Volume 268, page 220, in upon and
over the strips ofland indicated as "Reserves" and "Parks" shown on the plats ofthe tract,
which easements have been assigned to HHCA as previously described herein are hereby
expressly construed to be reserved to HHCA, its successor or assigns, for the following
purposes:

1 -For the erection, construction and maintenance of poles, wires,
conduits, and the necessary or proper attachments in connection
therewith for the transmission of electricity and for telephone and
other purposes.

2 -For the construction and maintenance of storm water drains, pipe
lines for supplying gas, water and heat, and for any other public or
quasi-public utility or function conducted, maintained, furnished or
performed by or in any method beneath the surface of the ground.

3 -The HHCA shall have the right to enter and to permit others to enter
upon said reserved strips ofland for any ofthe purposes for which said
easements and rights of way are reserved. The HHCA may at any time
abandon any such easements and may at any time renew agreements for any
portion of or premises in said tract.

ARTICLE VII

Maintenance

All the land included in said tract, except roads and parks and reserves
designated on the plats of Harbor Hills No. One (1) and No. Two (2) of record as
aforesaid, and except land taken or sold for public or community improvements and uses,
shall be subject to an annual maintenance charge to be determined and established on an
annual basis by the Board of Trustees of the RHCA. Such charge shall not exceed .004
mills per sq. ft. ofland plus $200 per residence unless at some future date owners of
property so affected, by majority vote, shall increase such limits. Charges established or
increased shall run with and be binding upon the land and be payable in annual
installments on the first day of May of each year as has been the condition and
requirement since May 1, 1923.

Page 13

On the first day of May of each year, each owner of premises of said tract shall pay to the
HHCA in advance the maintenance charge against his premises and such payments shall
be used by the HHCA to create a maintenance fund which may be expended for any and
all of the following purposes:

1 -for lighting roads, maintaining all grass and planted areas within the
boundaries of such roads as may be determined, and for maintaining the
park areas that are for the general use of owners and occupants of land
within the tract;

2 -for collection and disposing of garbage and rubbish;

3 -for caring for parks;

4 -for caring for vacant and unimproved land, included in said tract, such
as mowing the grass and weeds thereon, for which lot owners will be
assessed charges;

5 -for doing any other thing necessary or desirable, in the opinion of the
HHCA, which may be of general benefit to the owners or occupants of
the land included in this tract.

The HHCA shall order or supervise or do all the work and furnish all materials
properly payable out of the maintenance fund and charge therefore the cost of such labor,
service and materials.

The HHCA shall have a lien on all premises on said tract to secure the payment
of maintenance charges due and to become due, and the record owners of such premises
shall be personally liable for maintenance charges. Such charge shall run with the land and
subsequent purchasers shall be liable to HHCA therefore. In addition, HHCA may assess
a penalty of 10% of the charges due for each calendar year the same remains unpaid.

Upon demand, the HHCA shall furnish to any owner or mortgage or person
interested in a certificate showing the unpaid maintenance charge against any premises.

ARTICLE VIII

Enforcement of Restrictions

These restrictions shall be enforceable by the HHCA or the present or future
owner of any land included in the tract, their respective legal representatives, heirs,
successors and assigns. Failure by any of them to object to any violations of, or to enforce
any restriction herein contained shall not be deemed a waiver of the right to do so thereafter
as to the same breach or as to the one occurring prior or subsequent thereto.
Monetary assessments shall be enforceable by placing a lien on the owner's property.

Page 14

ARTICLE IX

Duration of Restrictions

All the restrictions contained herein shall continue in force for a period of
twenty (20) years from the date of filing, November 2005, of this instrument with the
Licking County Recorder for recording. These same restrictions shall automatically be
renewed for successive periods often (10) years thereafter until an appropriate instrument
in writing which terminates, annuls, waives, changes, enlarges, or modifies them shall be
filed for record with the Licking County Ohio Recorder. Such instrument must be signed,
executed and acknowledged in the same manner as a deed by the HHCA or its successors
or assigns and be approved by a majority in number of the owners of premises in the tract
who cast a vote. For this purpose, only one owner of each premises (as defined in Article
II) shall be counted once as long as he is owner or part-owner of a premises and even
though he may own more than one premises in the tract.

ARTICLE X

Acceptance of Trusts

The HHCA does not guarantee the sufficiency of the maintenance fund
provided for in Article VII of this instrument tor the purpose set forth in this agreement,
and its liability in respect thereto is limited to the proper application of the fund for the
purposes for which it is intended.

The HHCA shall not be or become liable to owners or other person for any act
or thing done or omitted to be done in good faith in or about the performance of the
restrictions herein contained, and it shall be liable only for acts or things done or omitted
to be done in bad faith, or for its gross negligence.

ARTICLE XI

Right To Modify

The right is hereby expressly reserved to annul, waive, change, enlarge, and
modify any of the restrictions herein contained in an instrument in writing signed and
acknowledged by the HHCA, its successors, or its assigns, and by a majority of votes cast
by the owners. For this purpose only one owner of each premises (as defined in Article II
of this instrument) shall be counted once as long as he is owner or part-owner of a
premises and even though he may own more than one property. Any meeting/vote called
for this purpose must be distributed to property owners 30 days in advance ofthe
meeting/vote and must contain the proposals to be voted upon.

Page 15

All instruments executed for the purpose of annulling, waiving, changing,
enlarging, or modifying any ofthe restrictions of this agreement shall be executed
in the manner in which deeds are to be executed and shall be flied for record with
the Recorder of Licking County, Ohio

ACKNOWLEDGMENT

The foregoing instrument was signed before me this 30th day of November
2005 by Harbor Hills Civic Association, a non-profit corporation, by James
Fedor, President of Harbor Hills Civic Association, by Sarah Howarth,
Secretary of Harbor Hills Civic Association, and by Greg Nix, Treasurer of
Harbor Hills Civic Association